Building our business Annual Review
74 0 We are building our business by Deepening customer relationships Improving customer service Improving processing efficiency Delivering earnings momentum Statutory profit before tax m Income and cost growth * Profit before tax m* Economic profit m* Return on equity* Customer service index Employee engagement index +10% +7% +9% +14% 22.2% 23.3% 65.0% 66.6% 69 74 3,477 3,820 3,432 3,726 1,417 1,620 +4% Income Costs * Comparable basis excluding impact of volatility, other IFRS adjustments applied from 1 January and discontinued operations. Also excludes provisions for customer redress and the strengthening of reserves for mortality. 2 LLOYDS TSB GROUP
Profit before tax By division million million Final dividend A final dividend of 23.5p per share will be paid on 3 May 2006. This makes a total dividend for of 34.2p (: 34.2p). UK Retail Banking Before provisions for customer redress 1,681 1,739 Provisions for customer redress (150) (100) 1,531 1,639 Insurance and Investments Before provisions for customer redress and strengthening of reserves for mortality 908 790 Provisions for customer redress (12) Strengthening of reserves for mortality (110) 798 778 Wholesale and International Banking 1,504 1,253 Central group items (367) (350) Profit before tax comparable basis 3,466 3,320 Volatility* 625 138 Other IFRS adjustments applied from 1 January ** Before strengthening of reserves for mortality (276) Strengthening of reserves for mortality (45) (321) Profit (loss) on sale and closure of businesses 50 (21) Trading results of discontinued operations in 40 Profit before tax 3,820 3,477 Earnings per share 44.6p 42.8p * Volatility relates to Insurance and Investments (: 749 million, : 138 million) and Central group items (: (124) million, : nil). ** Other IFRS adjustments applied from 1 January relate to UK Retail Banking ( (213) million), Insurance and Investments ( (73) million), Wholesale and International Banking ( 20 million) and Central group items ( (55) million). Profit (loss) on sale and closure of businesses relates to UK Retail Banking (: 76 million, : nil), Wholesale and International Banking (: (6) million, : (21) million) and Central group items (: (20) million, : nil). Trading results of discontinued operations in relates to Wholesale and International Banking. Presentation of information With effect from 1 January the Group implemented International Financial Reporting Standards (IFRS). The comparative financial information reflects the adoption of those IFRS standards which are required to be applied retrospectively, but does not include the additional impacts arising from first time application of those standards that the Group implemented with effect from 1 January. Further information on the impact of implementing IFRS on comparative information is published in the Group s Annual Report and Accounts. The impact of IFRS, and in particular the increased use of fair values, has resulted in greater earnings volatility. In order to provide a more comparable representation of business performance this volatility has been separately analysed for the Group s insurance and banking businesses. In addition, other IFRS related adjustments applied with effect from 1 January, for which comparatives are not required to be restated, the profit (loss) on sale and closure of businesses and the impact on the Group s results of businesses sold in have been separately analysed in the Group s results. A reconciliation of this comparable basis of presentation to the statutory profit before tax is shown on this page. This annual review, including the summary financial statement contained within pages 10 to 13, does not provide sufficient information to allow as full an understanding of the results and state of affairs of Lloyds TSB Group as would be provided by the full report and accounts. Shareholders who would like more detailed information may obtain a copy of the full report and accounts, free of charge, by completing the request form which accompanies this review. The businesses of Lloyds TSB The Group Lloyds TSB is a leading UK-based financial services group whose businesses provide a comprehensive range of banking and financial services in the UK and overseas. At the end of total group assets were 310 billion and there were some 67,000 employees. Market capitalisation was 27 billion. The main businesses and activities of the Group during were: UK Retail Banking Provides a full range of banking and financial services to some 15 million personal customers through over 2,100 branches throughout the UK, as well as telephone and internet banking services. Cheltenham & Gloucester (C&G) is the Group s specialist residential mortgage provider, selling its products through branches of C&G and Lloyds TSB Bank in England and Wales, as well as through the telephone, internet and postal service, C&G TeleDirect. The Group is one of the largest mortgage lenders in the UK, with a market share of 9.1 per cent. Profit before tax from UK Retail Banking was 1,531 million. Insurance and Investments Scottish Widows is the Group s specialist provider of life assurance, pensions and investment products, distributed through the Lloyds TSB branch network, through independent financial advisers and directly via the telephone and the internet. Insurance and Investments also includes general insurance underwriting and broking, and fund management. Profit before tax from Insurance and Investments was 798 million. Wholesale and International Banking Provides banking and related services for major UK and multinational corporates and financial institutions, and small and mediumsized UK businesses. It also provides asset finance and share registration services to personal and corporate customers, manages Lloyds TSB Group s activities in financial markets through its treasury function and provides banking and financial services overseas. Profit before tax from Wholesale and International Banking was 1,504 million. LLOYDS TSB GROUP 3
Chairman s statement was a successful year for the Lloyds TSB Group, as we continue to build our business and deliver good earnings momentum. Each division has again delivered revenue growth in excess of cost growth, costs have remained firmly under control and overall credit quality has remained satisfactory. Above all the Group has made substantial progress in the execution of its organic growth strategy focused on improving and deepening relationships with our personal and business customers. Over the last two years the changes that have been introduced by the Group s new management team have addressed the significant external challenges of competition and regulation and have substantially improved the outlook for the Group. There is plenty of scope for organic growth in our chosen markets and our aim is to attract more of the business that our customers have with other financial services companies. We want to be the most successful company in the UK financial services industry. I am proud of what this Group has achieved in a very short space of time; wherever I go in the business we are making substantial progress. In Retail Banking we are clearly focused on ensuring that we earn the right to meet 100 per cent of our customers financial services needs. Customer satisfaction standards continue to improve and are at a higher level than at any time in recent years. This reflects several years of hard work during which all staff have focused their full attention on providing high levels of service to our customers. In Insurance and Investments we are, after a number of challenging years, starting to make significant progress in distributing bancassurance products through the branch network, as well as building on our existing strength through independent financial advisers. We have achieved higher levels of new business profitability and have improved our market share of new business. In Wholesale and International Banking we have streamlined our international portfolio of businesses to focus on leveraging our strong customer relationships with business and corporate customers. As a result we have delivered excellent levels of profit growth and made great progress in delivering our strategy to build an integrated wholesale bank. Whilst we have made considerable progress, we are not resting on our laurels. We know we have to continue to produce good levels of earnings growth and strong results. Going forward, the main thrust of our strategy will be continuing to invest in our businesses to deliver revenue growth through gaining new customers, deepening our relationship with customers, and leveraging the strength of our brands and our multi-channel distribution capability, whilst at the same time continuing to improve the products and services that we offer to our customers. In addition we will further improve our processing efficiency and seek to reduce day-to-day operating costs. By focusing on this clearly articulated strategy I believe the Group can continue to deliver a strong return on equity together with good levels of economic profit growth. Over the last few years we have substantially improved the quality of the Group s earnings and have re-established satisfactory levels of earnings growth. As a result, during we delivered a total shareholder return (share price appreciation plus dividends) of 10.9 per cent. Economic outlook Whilst the economic outlook for the UK remains dependent on events that unfold in the global economy, we expect economic growth to increase slightly in 2006 to just over 2 per cent. Interest rate changes are expected to remain modest. Consumer spending, which was the major factor behind the economic slowdown in the UK in, is showing some signs of recovery, although we expect only a modest recovery during 2006. The mortgage market should remain reasonably healthy, although personal borrowers are expected to continue to cut back on unsecured borrowing. The regulatory burden upon the UK financial services industry continues to be a major concern. The adoption of International Financial Reporting Standards, compliance with Sarbanes-Oxley and preparations for the introduction of the Basel capital adequacy regime have all been time consuming and expensive. We welcome signs that notice is at last being taken of the extent of this regulatory burden. We shall, however, wait to see whether de-regulation initiatives, announced by both the UK Government and the European Commission, have any material impact upon the significant burden faced by the industry. The UK financial services industry is one of the great success stories of the last 20 years and great care must be taken to ensure that the conditions remain in place for this success story to continue. Capital and dividend During Lloyds TSB has continued to maintain robust capital ratios and remains one of the very few banks in the world with an Aaa long-term debt rating from Moody s, the credit rating agency. In addition, Scottish Widows remains one of the strongest capitalised life assurance companies in the UK, and the repatriation of 1 billion of surplus capital from Scottish Widows to the Group during shows the significant improvements that have been made in the capital management of Scottish Widows over the last few years. The board has decided to maintain the final dividend at 23.5p per share, making a total for the year of 34.2p (: 34.2p). This represents a yield of 7.0 per cent calculated using the 31 December share price of 488.5p. Community Lloyds TSB remains one of the UK s largest corporate givers, principally through the excellent work of the Lloyds TSB Foundations who made grants to charities of over 30 million in. Staff The Lloyds TSB Group is all about people and in my five and a half years as chairman I have enjoyed meeting so many of them. Throughout our businesses, our employees are the Group s ambassadors I am extremely proud of them all and am truly grateful for their continuing efforts, without which the Group could not have made such considerable recent progress. We are a service company and I am certain that improved levels of customer service will lead to improved sales performance. Board changes Since the annual general meeting, we have welcomed three directors to the board. Terri Dial was appointed as Group Executive Director, UK Retail Banking in June and Jan du Plessis and Lord Leitch joined us as independent non-executive directors in October. As previously announced, I shall be retiring as chairman at the annual general meeting in May and I am delighted that Sir Victor Blank will be succeeding me. He will join the board in March as Deputy Chairman. The board carefully considered the provisions of the combined code on corporate governance when nominating Sir Victor as my successor. Outlook We are making good progress in meeting our corporate objectives of achieving sustainable earnings growth, strong cost control, high levels of customer and staff satisfaction, satisfactory asset quality and balance sheet efficiency and strength. As the board looks to the future, the increasing momentum in our businesses, supported by new revenue growth and cost control initiatives, gives us confidence that Lloyds TSB can achieve its objective of being the leading financial services company in the UK. I have thoroughly enjoyed my time in the banking industry. I know that Lloyds TSB is in great hands and I wish my colleagues all the very best for the future. Maarten van den Bergh Chairman 23 February 2006 4 LLOYDS TSB GROUP
In Retail Banking we will earn the right to meet 100% of our customers financial services needs Income and cost growth * Customer deposits bn* Group mortgage balances bn* Target customer recruitment 000s +4% +7% +10% +28% 66.3 71.0 80.1 88.4 173 222 +1% Income Costs * Comparable basis excluding impact of volatility, other IFRS adjustments applied from 1 January and discontinued operations. Also excludes provisions for customer redress. LLOYDS TSB GROUP 5
In Insurance and Investments our focus is on profitability and returns, combined with strong new business sales Income and cost growth * Estimated market share of life, pensions and investments New business margin New business contribution m +11% 5.7% 6.2% 28.6% 29.7% +19% +5% 188 224 Income Costs * Comparable basis excluding impact of volatility, other IFRS adjustments applied from 1 January and discontinued operations. Also excludes provisions for customer redress and the strengthening of reserves for mortality. 6 LLOYDS TSB GROUP
Group chief executive s review was a good year for the Group, both in terms of our financial performance and, as importantly, in making further progress in the development of our organic growth strategy. On the financial side, we increased our already high return on equity and we delivered a total return of 10.9 per cent to our shareholders. We grew the trading surplus in each division as the rate of growth in income exceeded that of costs and we achieved good overall earnings growth in the face of a slower economic environment. In terms of delivering the Group strategy, we have established better sales momentum and stronger levels of customer acquisition in our banking businesses and delivered good sales growth in our life assurance business over the course of the year. Our market shares are either stable, or growing, in most of our key product lines. Most importantly, our customer relationship programmes are being effectively implemented and we are delivering higher revenues per customer in our retail and corporate banking businesses. We have significantly enhanced our productivity, as the quality programmes that we commenced in 2003 continue to show improving results. This is reflected in our cost:income ratio which, on a comparable basis and excluding customer redress provisions and the strengthening of reserves for mortality, improved to 52.7 per cent, from 54.3 per cent in, and I am pleased that we have achieved this whilst continuing to invest substantially in the business. Our customer satisfaction scores hit record highs in, again reflecting the improvement programmes established over the last couple of years, and we will continue to drive further improvements as we seek to differentiate our service performance against that of our competitors. The risk environment remains satisfactory overall, although we have seen a deterioration in the unsecured consumer lending portfolios as a result of an increase in the number of customers facing repayment difficulties, which has been offset by a strong performance in the Corporate lending portfolios. Over time, we expect the consumer position to stabilise in an improving economy, and the trend in corporate impairments to move away from the unusually benign recent experience. Our employee engagement scores have also improved significantly during the year, indicating that our people understand and are committed to our strategy, and we have improved our performance management processes in support of the Group strategy. We also strengthened our senior management team, with the addition of key hires in the Retail Bank. Overall, I am pleased with the progress of the Group during. We delivered on our financial plans and we also used the time to develop the franchise successfully in line with our growth strategy. We have continued to make good progress in each of the divisions, the highlights of which are summarised below. In the Retail Bank, income grew 4 per cent whilst costs rose by just 1 per cent, on a comparable basis and excluding customer redress provisions. This led to 7 per cent growth in the trading surplus which was offset by an increase in the charge for impaired lending, reflecting an increase in customers experiencing repayment difficulties. Profit before tax reduced by 3 per cent. To reflect the general slowdown in the consumer credit markets, a number of actions were taken over the course of the year to tighten credit underwriting. It is not in the interests of the individual customer or the Group to lend money to a customer who cannot afford to repay. The Group takes its responsibilities in this regard very seriously and has a responsible lending programme, to ensure we help our customers clearly understand the nature of the agreements they are entering into and we confirm affordability before agreeing to any borrowing requests. Where customers do experience repayment difficulties, our staff are trained to offer the necessary advice and support to manage their finances and we have a Customer Support Unit, whose role it is to identify customers who are showing early signs of financial difficulty so that we can provide early advice and support to them. The Retail Bank is committed to achieving top performance in both effectiveness and efficiency. Effectiveness is the ability to recruit, develop and retain loyal customers who think of us first for their next financial services need. Efficiency is the ability to provide service and sales at a lower cost so that we can give our customers better value. We believe that in order to achieve our goal we must be customer rather than product centric. We continue to focus our efforts on our existing customers where we have an information advantage that allows us to be more effective and efficient in providing sales and service that meet our customers financial needs. We have also stepped up our new customer recruitment efforts, which has helped drive good target customer recruitment, particularly in the second half of the year, to give a 28 per cent increase over last year. We have committed ourselves to earning the right to meet 100 per cent of our customers financial services needs and helping them succeed financially. In, we recorded our highest ever customer satisfaction scores across all our channels branch, telephone and internet banking. The improvement in customer satisfaction and the renewed focus on meeting all our customers financial services needs has helped to drive an improving sales performance during, and has been accompanied by good balance growth in our key product lines with mortgages up 10 per cent, credit cards (excluding Goldfish) up 9 per cent and customer deposits 7 per cent higher. Sales through our internet and telephone channels grew strongly by 28 per cent and 39 per cent respectively. In Insurance and Investments, profits showed significant growth, reflecting further success in delivering our strategies. Profit before tax, on a comparable basis and excluding the customer redress provision and the strengthening of reserves for mortality, increased by 15 per cent, underpinned by strong growth in both the bancassurance and IFA channels and continued control of costs. Profits grew strongly in both our life assurance and general insurance businesses. Scottish Widows delivered a significant increase in sales as we focused on more profitable and more capital efficient business lines. This led to a 19 per cent increase in new business contribution. Bancassurance sales grew by 13 per cent despite a slowdown seen in the levels of mortgage related protection business. The sales of OEICs increased by 72 per cent, building on the launch of the simplified product suite that was introduced at the end of. IFA sales grew strongly with a 30 per cent improvement in weighted sales, underpinned by product and service improvements in pensions and investments. This improved performance led to an estimated market share of 6.8 per cent in, compared to 5.9 per cent last year. We have also invested in the development of new pensions and life platforms, and continue to develop our distribution capabilities. We remain well placed to benefit from the anticipated growth in savings and investment product sales over the coming years. The new life platform has already supported the launch of the new partnership with Virgin Money. Scottish Widows remains strongly capitalised. In addition to the payment of a 200 million dividend to the Group in March, Scottish Widows made a further 800 million distribution to the Group in December as part of our plans to improve capital efficiency. A second annual dividend will be paid in March 2006. Our General Insurance business continued its successful development, delivering a 22 per cent growth in profits, supported by improvements to both the claims and combined ratios. The results reflect continued successful cross-sales to franchise customers in both retail and business banking as well as continued investment in our service performance, direct channel business and claims processing. In Wholesale and International Banking, our results show excellent progress in our core businesses and the division delivered a 20 per cent improvement in profit before tax, on a comparable basis, at the same time as improving returns. The good results were achieved by the successful implementation of our strategies in Business Banking and LLOYDS TSB GROUP 7
Group chief executive s review Corporate Markets, and these businesses will continue to provide the platform for profitable growth in the division. We again maintained our management discipline of positive jaws, with the rate of growth in income increasing by 10 per cent whilst costs grew by 7 per cent, partly reflecting the increase in investment costs necessary to fund the ongoing development of the division. In Business Banking, we have again reported strong franchise growth winning increasing numbers of new customers both through attracting profitable switchers from other banks and by cementing our position as the leader in the business start-ups market with a share of 22 per cent. We have continued to build stronger relationships with our customers, as we satisfy more of their needs, and this has been reflected in good balance growth in both customer lending and deposits, as well as fee income. Corporate Markets has delivered another strong performance with a 31 per cent improvement in profits supported by a 27 per cent growth in income from the cross-sale of products. The results reflect our strategy of managing these businesses in an integrated manner in support of our customers success. We were pleased to receive external recognition of our efforts as we won a range of awards including the CBI Bank of the Year Award. Across the businesses, our asset quality remains very strong with impairment losses declining year on year. We are continuing to invest within Corporate Markets, in terms of our relationship offers, our product range and our infrastructure, to ensure we can meet even more of our customers needs in a highly competitive market. Turning to 2006, our objective across each of the divisions is to continue to improve sales performance and deepen our customer relationships, which will result in market share growth. To support our efficiency and productivity objectives, we will continue to focus on the centralisation and industrialisation of our manufacturing capabilities, take the next steps in our procurement programme and further embed our quality approach throughout the Group. In support of our customer objectives, we have set stretching customer satisfaction targets and will continue to develop our products, policies and procedures in line with those targets. Our strong risk and control infrastructure remains an important element of our growth strategy and will be further enhanced as we seek to develop risk into a differentiating competency. We will also continue to focus on the development of our staff, whilst aiming for even stronger engagement scores. In summary, was a good year for the Group. We delivered on our short-term financial goals whilst also investing in the long-term health of the business, which is necessary to drive sustainable future earnings growth. This is our last set of results under the chairmanship of Maarten van den Bergh and I would like to take this opportunity to record my appreciation for his major contribution to the Group over the past five and a half years. We are delighted that Sir Victor Blank will succeed him and we look forward to welcoming him to the Group shortly. Continuing to grow a successful business is the best way for Lloyds TSB to create value for all our stakeholders and to contribute to the wider economy. We maintain one of the largest community investment programmes in the UK, supporting our customers and staff, and making a significant contribution to the local communities in which we operate. Since 1997, the Lloyds TSB Foundations have received over 250 million from the Group s pre-tax profits to distribute to community groups and in 2006 they will receive in excess of 30 million. Finally, I would like to express my continued thanks to all of the staff who work for the Lloyds TSB Group. They remain committed to serving the needs of our customers and their wonderful efforts are the key element to our continued success. J Eric Daniels Group Chief Executive 23 February 2006 Corporate responsibility Our corporate vision is to make Lloyds TSB the best financial services company, firstly in the UK then across borders. Our corporate responsibility strategy is to help achieve our corporate vision by building a great place for our people to work, a great place for our customers to do business, and generating great returns for our shareholders. In so doing, we believe we create value for all our stakeholders. We have strong evidence that there is a clear link between employee satisfaction and customer satisfaction, which in turn leads to improved financial performance. The business case for corporate responsibility is clear. Good management of corporate responsibility risks and opportunities is fundamental to delivering a successful business. A great place for our people to work We seek our employees views on working for Lloyds TSB through our Engagement Index, a quarterly survey of all staff. Our employee engagement scores have reached record levels this year. We have developed award-winning programmes in the areas of training and development, career management, work-life balance, diversity and community involvement. A great place for our customers to do business We are committed to deepening relationships with our customers by understanding and meeting their needs. We measure our customers satisfaction with our service and track our progress through our CARE Index which is based on information obtained from over 10,000 interviews with customers each month. The CARE Index reached its highest ever level in. We use the Six Sigma process improvement approach to measure how well we meet our customers requirements. We have been at the forefront of developing financial services to help tackle the problems of financial exclusion; these include basic bank accounts, support for community credit unions and other community finance initiatives. We have opened 348,000 basic bank accounts for customers since 2003. A great return for our shareholders Through our corporate responsibility management system we identify social, ethical and environmental risks and opportunities. We were one of the first UK banks to introduce an environmental risk assessment system for our corporate and business lending. Increasingly we are required to demonstrate our commitment to corporate responsibility to win business contracts. In turn, when awarding contracts to key suppliers we take account of their performance in areas of human rights, treatment of employees, treatment of their own customers and suppliers, the environment and the community. By adopting these corporate responsibility policies we aim to provide a better return for our shareholders. More information on all of the above issues is available in the Group s corporate responsibility report and there are details of how to obtain a copy on page 16. 8 LLOYDS TSB GROUP
0.0 In Wholesale and International Banking we are growing our earnings by deepening relationships with our customers Income and cost growth * Post-tax return on risk-weighted assets* Corporate Markets profit before tax m* Market share of Business Banking start-ups +10% 1.41% 1.50% +31% 19% 22% +7% 958 732 Income Costs * Comparable basis excluding impact of volatility, other IFRS adjustments applied from 1 January and discontinued operations. LLOYDS TSB GROUP 9
Summary consolidated income statement for the year ended 31 December milllion million Net interest income 5,671 5,110 Other income 17,055 14,173 Total income 22,726 19,283 Insurance claims (12,186) (9,622) Total income, net of insurance claims 10,540 9,661 Operating expenses (5,471) (5,297) Trading surplus 5,069 4,364 Impairment losses on loans and advances (1,299) (866) Profit (loss) on sale and closure of businesses 50 (21) Profit before tax 3,820 3,477 Taxation (1,265) (1,018) Profit for the year 2,555 2,459 Profit attributable to minority interests 62 67 Profit attributable to equity shareholders 2,493 2,392 Profit for the year 2,555 2,459 Basic earnings per share 44.6p 42.8p Diluted earnings per share 44.2p 42.5p Total dividend per share for the year* 34.2p 34.2p Total dividend for the year* 1,915m 1,914m 000 000 Directors emoluments 8,826 8,478 * Total dividend for the year represents the interim dividend paid in October and the final dividend which will be paid and accounted for in May 2006. 10 LLOYDS TSB GROUP
Summary consolidated balance sheet at 31 December milllion million Assets Cash and liquid funds 1,156 1,170 Trading securities, derivatives and other financial assets at fair value through profit or loss 66,252 Debt securities and equity shares 70,795 Loans and advances to banks 31,655 31,848 Loans and advances to customers 174,944 155,318 Available-for-sale financial assets 14,940 Investment property 4,260 3,776 Intangible assets, including goodwill and the value of in-force business 5,345 6,860 Tangible fixed assets 4,291 4,180 Other assets* 6,911 10,475 Total assets 309,754 284,422 Liabilities Deposits by banks 31,527 39,723 Customer accounts 131,070 119,811 Derivative financial instruments and other trading liabilities 6,396 Debt securities in issue 39,346 28,770 Insurance liabilities 41,068 53,651 Liabilities to customers under investment contracts 21,839 Retirement benefit obligations 2,910 3,075 Subordinated liabilities 12,402 10,252 Other liabilities* 12,566 17,462 Total liabilities 299,124 272,744 Shareholders equity 10,195 11,047 Minority interests 435 631 Total equity 10,630 11,678 Total equity and liabilities 309,754 284,422 * Other assets and liabilities in include foreign exchange and interest rate derivative contracts, which are reported within separate captions in. The summary financial statement, comprising the summary consolidated income statement on page 10, the summary consolidated balance sheet on page 11 and the directors remuneration commentary on pages 12 and 13, was approved by the directors on 23 February 2006. Maarten A van den Bergh J Eric Daniels Helen A Weir Chairman Group Chief Executive Group Finance Director LLOYDS TSB GROUP 11
Five year financial summary IFRS UK GAAP 2003 2002 2001 Statutory results m Profit before tax 3,820 3,477 3,493 4,348 2,618 3,167 Profit for the year 2,555 2,459 2,489 3,323 1,852 2,290 Profit attributable to equity shareholders 2,493 2,392 2,421 3,254 1,790 2,233 Economic profit 1,616 1,448 1,525 2,493 830 1,123 Share information Basic earnings per share 44.6p 42.8p 43.3p 58.3p 32.1p 40.4p Dividends per share (net) 34.2p 34.2p 34.2p 34.2p 34.2p 33.7p Market price (year-end) 488.5p 473p 473p 448p 446p 746p Number of shareholders (thousands) 920 953 953 974 973 981 Number of ordinary shares in issue (millions) 5,603 5,596 5,596 5,594 5,583 5,564 Performance measures % Post-tax return on average shareholders equity 25.6 22.8 24.3 38.5 16.8 18.1 Post-tax return on average risk-weighted assets 1.81 1.99 2.01 2.63 1.62 2.26 Cost:income ratio* 51.9 54.8 51.4 52.2 55.3 53.7 31 December 1 January 31December 31December 31December 31December Balance sheet 2003 2002 2001 Shareholders equity ( m) 10,195 9,489 9,977 9,624 7,943 10,326 Net assets per share (pence) 180p 167p 176p 170p 140p 183p Total assets ( m) 309,754 292,854 279,843 252,012 252,561 235,501 Capital ratios: total capital (%) 10.9 10.1 10.0 11.3 9.6 8.8 tier 1 capital (%) 7.9 8.2 8.9 9.5 7.7 7.7 * Total operating expenses divided by total income, net of insurance claims. Summary directors report An interim dividend of 10.7p per ordinary share was paid on 5 October and a final dividend of 23.5p per ordinary share will be paid on 3 May 2006. The Company is a holding company and its subsidiaries provide a wide range of banking and financial services through branches and offices in the UK and overseas. A review of the business and an indication of future developments are given on pages 3 to 9. Biographical details of directors are shown on pages 14 and 15. Dr Gibson-Smith and Mr Pritchard left the board at the annual general meeting in. Mr Ayliffe left the board on 31 January. Sir Julian Horn-Smith joined the board on 1 January and was elected at the annual general meeting on 5 May. Ms Dial joined the board on 1 June, Mr du Plessis and Lord Leitch joined the board on 1 October and Sir Victor Blank joins the board on 1 March 2006. In accordance with the articles of association, they offer themselves for election at the annual general meeting. Also in accordance with the articles of association, Mr Kane retires at the annual general meeting and offers himself for re-election. Particulars of the directors interests in shares in the Company are shown in the full report and accounts. Directors remuneration Full details of the Group s remuneration policy for directors as well as details of remuneration earned by directors in appear in the directors remuneration report within the full report and accounts. This may also be seen in the investor relations section of the Group s website, at www.lloydstsb.com, or a copy may be obtained by completing and returning the request form which accompanies this annual review. At the annual general meeting, shareholders will be asked to approve the directors remuneration report. Summaries of selected sections of the directors remuneration report are included in this review. The Group s policy is to ensure that individual rewards are aligned with Lloyds TSB Group s performance and the interests of shareholders. Packages are designed to attract and retain executive directors and senior management of the highest calibre and to motivate them to perform to the highest standards. In early the remuneration committee initiated a comprehensive and independent policy review resulting in a number of policy changes and a recommendation to shareholders of the adoption of a new long-term incentive plan. The overall package reflects practice for comparable positions in the market in which the Group operates (FTSE 20) and also takes account of the terms and conditions applying to other employees of the Group. The policy is for basic salaries to reflect the relevant market median, and total direct compensation (basic salary, annual incentives and the value of long-term incentives) to reward upper quartile performance with upper quartile remuneration. This policy is consistent with the Group s belief that performance should determine a significant proportion of the total remuneration package for executive directors. 12 LLOYDS TSB GROUP
The package for executive directors comprises basic salary, a bonus receivable under the annual incentive scheme (paid in cash and deferred shares), share options (which are exercisable only if challenging performance conditions are satisfied) and a pension based on either salary and length of service with the Group, with a maximum pension of two-thirds of final salary, or defined contributions, where the final entitlement will depend on their contributions and the final value of their fund. Newly appointed executive directors pensions are based on defined contributions or they may elect to receive a salary supplement. The executive directors and the chairman are also eligible to participate in the staff share incentive plan and sharesave option scheme on the same basis as other employees. The annual bonus opportunity for executive directors was equal to 150 per cent of salary. The overall bonus pot is linked to profit before tax and economic profit. Under the performance share plan, directors will be required to defer 50 per cent of their annual bonus into shares in the Group, known as bonus shares, which will be held on behalf of the executive for a period of three years before release. Provided a performance condition (Total Shareholder Return (TSR) against a comparator group calculated by reference to both dividends and growth in share price) is met and the executive remains in employment, additional shares will be awarded after three years to match the bonus shares. Two matching shares will be awarded for each bonus share if the Group is placed first in the comparator group. No shares will be awarded if the Group is placed below median. There is no retesting of the performance condition. From 2006 the current bonus pool arrangement for executive directors will be discontinued and replaced by an approach based upon individual contribution and overall corporate results. From 2006 Mr Daniels bonus opportunity will also be increased to 175 per cent of basic salary for exceptional performance, to close the gap with market levels. Similarly, Mr Daniels bonus award will be based upon overall corporate results and individual performance. However, an amount equivalent to 75 per cent (112.5 per cent for Mr Daniels) of basic salary will remain available to executive directors on the achievement of stretching targets. Options granted in under the executive share option scheme will only be exercisable if a performance condition linked to TSR against a comparator group is met. The option is exercisable in full if the Group is placed fourth in the comparator group and the option will lapse if it is placed ninth or below. 30 per cent of the options granted will be exercisable if the Group is placed at median of the comparator group. There will be no retesting of the performance condition. It is proposed that further grants under the performance share plan and the executive share option scheme will not be awarded after 2006. From 2007, therefore, awards under the bonus scheme will be cash only. Shareholders are being asked at the annual general meeting to approve the replacement of the executive share option scheme and the performance share plan with a new long-term incentive plan. Under the proposed long-term incentive plan, awards of shares may be made, with the receipt of shares and the number of shares received subject to the satisfaction of two distinct pre-determined performance conditions, measuring performance of the Group over a three year period. 50 per cent of the award will be based on a condition measuring the Group s TSR against the comparator group of 14 financial services companies. The remaining 50 per cent will be based on earnings per share growth calculated on a compound annualised basis. Awards in any one financial year will not normally exceed three times basic salary at the time of award. In exceptional circumstances this may be increased to up to four times basic salary. Awards will lapse at the end of the performance period to the extent that the performance conditions have not been satisfied. There will be no retesting of the performance conditions. The aim of the plan is to deliver shareholder value by linking the receipt of shares to an improvement in the performance of the Group over a three year period. Executive directors will also now be expected to build a shareholding in the Group equivalent to 1.5 times (2 times for Mr Daniels) basic salary over a period of four years. The general Group policy is for executive directors to have service agreements with notice periods of no greater than one year, to reflect current corporate governance best practice. It is the Group s policy that where compensation on early termination is due, it should be paid on a phased basis and subject to mitigation. The fees of the independent non-executive directors are agreed by the board within a total amount determined by the shareholders. They may also receive fees, agreed by the board, for membership of board committees. The fees are designed to recognise the responsibilities of a non-executive director s role and to attract individuals with relevant skills, knowledge and experience. The fees are neither performance related nor pensionable and are comparable to those paid by other companies. Independent non-executive directors who serve on boards of subsidiary companies may also receive fees from the subsidiaries. They do not have service agreements and, in accordance with the articles of association, their appointment may be terminated at any time without compensation. Summary of emoluments paid to directors 000 000 Aggregate emoluments paid to directors 8,826 8,478 Aggregate gains made by directors on exercise of share options 1,077 Aggregate value of assets receivable under long-term incentive schemes Aggregate company contributions in respect of directors to defined contribution pension schemes 103 75 Number of directors with retirement benefits accruing under: defined contribution schemes 2 2 defined benefit schemes 5 6 Performance graph This graph illustrates the performance of Lloyds TSB Group plc and the FTSE 100 index over the past five years. Performance is measured by total shareholder return (share price growth plus dividends). Comparative TSR 120 100 80 60 40 20 0 31 Dec 2000 31 Dec 2001 Lloyds TSB Group plc FTSE 100 Index 31 Dec 2002 31 Dec 2003 31 Dec Rebased to 100 on 31 December 2000 Source : Datastream 31 Dec LLOYDS TSB GROUP 13
The board Non-executive directors Maarten A van den Bergh ++ Chairman (retiring at the annual general meeting on 11 May 2006) Joined the board in 2000 as deputy chairman and was appointed chairman in 2001. Joined the Royal Dutch/Shell Group of companies in 1968 and after a number of senior and general management appointments in that group, became group managing director in 1992. Appointed president of Royal Dutch Petroleum Company and vice chairman of the committee of managing directors of the Royal Dutch/Shell Group in 1998 and continued in these roles until 2000. A non-executive director of Royal Dutch Shell, BT Group and British Airways, and a member of the supervisory board of Akzo Nobel. Aged 63. Sir Victor Blank Deputy Chairman (succeeding Maarten van den Bergh as chairman) Joins the board on 1 March 2006 as deputy chairman. Will succeed Maarten van den Bergh as chairman following the annual general meeting in May 2006. Former partner in Clifford-Turner (now Clifford Chance) from 1969 to 1981 and chairman and chief executive of Charterhouse until 1997. Director of The Royal Bank of Scotland from 1985 to 1993. Chairman of GUS and Trinity Mirror (until May 2006) and a member of the Financial Reporting Council and of the Council of Oxford University. Chairs two charities, WellBeing of Women and UJS Hillel, as well as the Council of University College School. Aged 63. Wolfgang C G Berndt Joined the board in 2003. Joined Procter and Gamble in 1967 and held a number of senior and general management appointments in Europe, South America and North America, before retiring in 2001. A non-executive director of Cadbury Schweppes and GfK AG. Board member of the Institute for the Future. Aged 63. Ewan Brown CBE FRSE ** + Chairman of Lloyds TSB Scotland Joined the board in 1999. A non-executive director of Lloyds TSB Scotland since 1997. Joined Noble Grossart in 1969 and was an executive director of that company until December 2003. Chairman of Transport Initiatives Edinburgh. A non-executive director of John Wood Group, Noble Grossart and Stagecoach Group. Aged 63. Jan P du Plessis * Joined the board in October. Chairman of British American Tobacco and RHM. Held a number of senior and general management appointments in Rembrandt Group from 1981, before joining Compagnie Financière Richemont as group finance director in 1988, a position he held until. From 1990 to 1995 he was also the group finance director of Rothmans International. Aged 52. Gavin J N Gemmell CBE * Chairman of Scottish Widows Joined the board in 2002. A non-executive director of Scottish Widows, having been appointed to the board of that company before it became a member of the Lloyds TSB Group. Retired as senior partner of Baillie Gifford in 2001, after 37 years with that firm. A non-executive director of Archangel Informal Investment. Chairman of the Court of Heriot-Watt University. Aged 64. Sir Julian Horn-Smith + Joined the board in January. Joined Vodafone in 1984 and held a number of senior and general management appointments before being appointed to the board of that company in 1996 and deputy chief executive officer in. Previously held positions in Rediffusion from 1972 to 1978, Philips from 1978 to 1982 and Mars GB from 1982 to 1984. A non-executive director of Smiths Group. Aged 57. DeAnne S Julius CBE Joined the board in 2001. Held a number of senior appointments in the UK and USA with the World Bank, Royal Dutch/Shell Group and British Airways, before membership of the Bank of England Monetary Policy Committee from 1997 to 2001. Chaired HM Treasury s banking services consumer codes review group in 2000/1. Chairman of the Royal Institute of International Affairs. A non-executive director of BP, Serco Group and Roche Holdings SA. Aged 56. Angela A Knight * Joined the board in 2003. Deputy chairman of Scottish Widows, having been appointed to the board of that company before it became a member of the Lloyds TSB Group. A member of parliament from 1992 to 1997 and Economic Secretary to the Treasury from 1995 to 1997. Chief executive of the Association of Private Client Investment Managers and Stockbrokers. A non-executive director of LogicaCMG and the Port of London Authority. Aged 55. Lord Leitch * Joined the board in October. Held a number of senior and general management appointments in Allied Dunbar, Eagle Star and Threadneedle Asset Management before the merger of Zurich Group and British American Tobacco s financial services businesses in 1998. Subsequently served as chairman and chief executive officer of Zurich Financial Services (UK & Asia Pacific) until his retirement in. Chairman of HM Treasury s Review of Skills and the National Employment Panel, and deputy chairman of the Commonwealth Education Fund. A nonexecutive director of United Business Media and BUPA. Aged 58. * Member of the audit committee ** Chairman of the audit committee Member of the nomination committee Chairman of the nomination committee Member of the remuneration committee Chairman of the remuneration committee + Member of the risk oversight committee ++ Chairman of the risk oversight committee Independent director Senior independent director 14 LLOYDS TSB GROUP
The board Executive directors J Eric Daniels Group Chief Executive Joined the board in 2001 as group executive director, UK retail banking before his appointment as group chief executive in June 2003. Served with Citibank from 1975 and held a number of senior and general management appointments in the USA, South America and Europe before becoming chief operating officer of Citibank Consumer Bank in 1998. Following the Citibank/Travelers merger in 1998, he was chairman and chief executive officer of Travelers Life and Annuity until 2000. Chairman and chief executive officer of Zona Financiera from 2000 to 2001. Aged 54. Michael E Fairey Deputy Group Chief Executive Joined TSB Group in 1991 and held a number of senior and general management appointments before being appointed to the board in 1997 and deputy group chief executive in 1998. Joined Barclays Bank in 1967 and held a number of senior and general management appointments, including managing director of Barclays Direct Lending Services from 1990 to 1991. President of The British Quality Foundation. Aged 57. Terri A Dial Group Executive Director UK Retail Banking Joined the board in June. Served with Wells Fargo in the USA from 1973 to 2001 where she held a number of senior and general management appointments before becoming president and chief executive officer of Wells Fargo Bank in 1998. A non-executive director of the LookSmart Corporation and Onyz Software. Aged 56. Archie G Kane Group Executive Director Insurance and Investments Joined TSB Commercial Holdings in 1986 and held a number of senior and general management appointments in Lloyds TSB Group before being appointed to the board in 2000, as group executive director, IT and operations. Appointed group executive director, insurance and investments in October 2003. After some 10 years in the accountancy profession, joined General Telephone & Electronics Corporation in 1980, serving as finance director in the UK from 1983 to 1985. Aged 53. G Truett Tate Group Executive Director Wholesale and International Banking Joined the Group in 2003 as managing director, corporate banking before being appointed to the board in. Served with Citigroup from 1972 to 1999, where he held a number of senior and general management appointments in the USA, South America, Asia and Europe. He was president and chief executive officer of echarge Corporation from 1999 to 2001 and co-founder and vice chairman of the board of Chase Cost Management Inc from 1996 to 2003. Aged 55. Helen A Weir Group Finance Director Joined the board in. Group finance director of Kingfisher from 2000 to. Previously finance director of B&Q from 1997, having joined that company in 1995, and held a senior position at McKinsey & Co from 1990 to 1995. Began her career at Unilever in 1983. A nonexecutive director of Royal Mail Holdings and a member of the Accounting Standards Board. Aged 43. Company Secretary Alastair J Michie FCIS FCIBS LLOYDS TSB GROUP 15